Net Element Releases Letter to Shareholders

Rhea-AI Summary

Net Element (NASDAQ: NETE) provides an update on its pending merger with electric vehicle company Mullen Technologies. The merger is a stock-for-stock reverse agreement expected to give Mullen's shareholders a majority in the new entity. As part of the amended agreement, Mullen has incurred a Late Fee of $13,333 per day due to delays, totaling $653,317 to date. Both companies are finalizing financial integration for the merger, with the Outside Date extended to March 31, 2021. Further details are available through SEC filings.

Positive

• Pending merger with Mullen Technologies expected to enhance market position.
• Accumulated $653,317 in Late Fee income from Mullen due to delays.

Negative

• Delays in merger registration may impact shareholder confidence.
• Potential regulatory risks associated with the merger process.

CEO updates shareholders on pending merger with Mullen Technologies

MIAMI, March 12, 2021 (GLOBE NEWSWIRE) -- via InvestorWire -- Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), today issues the following update on the pending merger with privately held Mullen Technologies, Inc. (“Mullen”), a Southern California-based electric vehicle (“EV”) company, in a stock-for-stock reverse merger in which, subject to the merger being consummated, Mullen’s stockholders will receive a majority of the outstanding stock in the post-merger Company.

Dear Fellow Shareholders,

Since announcing on Dec. 29, 2020, that the Company entered into the First Amendment (the “Amendment”) to Agreement and Plan of Merger dated as of Aug. 4, 2020 (the “Merger Agreement”), we have received a number of inquiries from shareholders requesting an update on the status of the Merger.

We would like to reassure our shareholders that we continue working diligently on the pending merger with Mullen as we combine financial results of both companies for the period ending Dec. 31, 2020.

As outlined in the Dec. 29, 2020, Amendment, the parties to the transaction agreed to extend the Outside Date referenced in the Merger Agreement to March 31, 2021.  In addition, pursuant to the Amendment, the Company and Mullen agreed that, if the registration statement on Form S-4 (with the merger proxy statement included as part of the prospectus) was not filed with the U.S. Securities and Exchange Commission (the “SEC”) on or prior to Jan. 15, 2021, then Mullen would pay the Company an agreed sum of $13,333 per day (the “Late Fee”) until such registration statement (with the merger proxy statement included as part of the prospectus) is filed with the SEC. To date, the Company has recorded an aggregate of $653,317 in Late Fee income due from Mullen.

According to Mullen, the company continues to make great strides in its development while working on the contemplated merger.

Additional details regarding the merger, including the complete Merger Agreement, can be found in Net Element’s report on Form 8-K, which was filed with the Securities and Exchange Commission (SEC) on Aug. 5, 2020, and may be obtained from the SEC website at https://sec.report/CIK/0001499961.

Sincerely,

Oleg Firer
Executive Chairman

About Net Element
Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S., the Company aims to grow transactional revenue by innovating SME productivity services using various technology solutions and Aptito, the Company’s cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element's strategy is to leverage its omnichannel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element was ranked as one of the fastest growing companies in North America on Deloitte's 2017 and 2018 Technology Fast 500™. In 2017, the Company was recognized by South Florida Business Journal as one of 2016's fastest-growing technology companies. Further information is available at  www.NetElement.com.

About Mullen Technologies
Mullen Technologies is a Southern California-based licensed electric vehicle manufacturer with international distribution that operates in various verticals of businesses focusing on the automotive industry: Mullen Automotive, Mullen Energy, Mullen Auto Sales, Mullen Funding Corp. and CarHub. Each of these divisions provides Mullen with diversity of different products and services within the automotive industry. For more information, please visit: www.MullenUSA.com.

Forward-Looking Statements
Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential" and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, whether shareholders of the Company will vote to approve the merger and other transactions contemplated in the merger agreement that require Net Element’s shareholders’ approval; whether regulatory approvals to the contemplated transaction will be received; and whether all other conditions precedent to the transaction referenced in the merger agreement will materialize and, if so, whether shareholders of the Company will realize any benefit from the merger.  Additional examples of such risks and uncertainties include, but are not limited to: (i) Net Element's ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed, including as required in one of the closing conditions of the merger agreement, and the risk of dilution to Net Element’s shareholders as a result of the transactions (including obtaining additional financing) contemplated in the merger agreement; (ii) Net Element's ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element's ability to successfully expand in existing markets and enter new markets; (iv) Net Element's ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element's business; (viii) changes in government licensing and regulation that may adversely affect Net Element's business; (ix) the risk that changes in consumer behavior could adversely affect Net Element's business; (x) Net Element's ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; and (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Contact:
Net Element, Inc.
+1 (786) 923-0502
www.netelement.com
Media@NetElement.com

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

FAQ

What is the status of the merger between NETE and Mullen Technologies?

Net Element is working on finalizing the merger with Mullen Technologies, with a focus on combining financial results and addressing regulatory requirements.

What fees has Mullen incurred during the merger with NETE?

Mullen Technologies has accrued a total of $653,317 in Late Fees due to delays in the registration filing.

When is the Outside Date for the NETE and Mullen merger?

The Outside Date for the merger has been extended to March 31, 2021.

How will the merger affect NETE shareholders?

Post-merger, Mullen's shareholders are expected to hold a majority of the combined company, potentially affecting the ownership structure for NETE's current shareholders.

What regulatory challenges could NETE face in the merger with Mullen?

Net Element faces risks related to regulatory approvals needed for the merger, which could impact the timeline and feasibility of the transaction.